Operating Terms and Conditions Clause Samples

Operating Terms and Conditions. Gatherer’s operating terms and conditions, as further set forth in Exhibit C attached hereto, are for all purposes incorporated herein.

Operating Terms and Conditions a. Customer agrees to abide by all U.S. Federal regula- tions governing robocalling, ANI Verification, and call origination and termination provided by FTC, FCC, Congressional regulations or Federal laws and will provide documentation of compliance upon request by PM, including proof of registration with the FCC and in the Robocall Mitigation Database. Such docu- mentation will be provided within forty-eight (48) hours of PM’s request. In the event PM detects or suspects the Customer may be violating any of those regulations, whether or not PM has requested docu- mentation of compliance, PM may suspend Cus- tomer’s access to Services without notice. b. Customer acknowledges and agrees that PM’s soft- ware or systems, including its toKEN generating ca- pability are trade secrets and patent-pending tech- nology of PM and Customer will take all necessary actions to protect the trade secrets status of PM’s software and systems including securing any PM sys- tems provided to the Customer and limiting physical and electronic access to PM’s software and systems to only those persons with a need to know and ac- cess PM’s software and systems with whom the Cus- tomer has a non-disclosure agreement with re- strictions at least as restrictive as those contained in this Agreement. c. Customer agrees not to make or to permit anyone including employees, agents, contractors, custom- ers, users, or third parties to copy or otherwise re- produce, make modifications in any manner or form to, or access in any manner other than provided by PM, (“Access”) PM’s software or systems, including its toKEN generating capability, and that PM has the absolute right to suspend access to Services without notice if PM determines or reasonably suspects that the Customer has intentionally or unintentionally provided such Access. d. Customer further acknowledges and agrees that in addition, to any other remedies available at law and in equity, if Customer, directly or indirectly, dis- closes, copies, modifies, replicates in any way, or otherwise provides access to PM trade secrets in breach of the terms of this Agreement, Customer shall pay PM the greater of twelve (12) times the av- erage monthly amount paid, or expected to be paid, by Customer to PM, or one million US dollars ($1,000,000), which shall constitute liquidated dam- ages payable to PM to Customer and not penalties and are in addition to all other rights of PM. The Par- ties further acknowledge that (i) the amount of loss or da...

Operating Terms and Conditions